FRP PROPERTIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
___________________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of FRP Properties, Inc.
will be held at 2 o'clock in the afternoon, local time, on
Wednesday, February 2, 2000 at 155 East 21st Street, Jacksonville,
Florida 32206, for the following purposes, as more fully described
in the attached proxy statement:
(1) To act upon a proposal to amend Article I of the Articles
of Incorporation to change the name of the Company to
Patriot Transportation Holding, Inc.
(2) To act upon a proposal to approve the Company's 2000
Stock Option Plan.
(3) To elect three directors to serve for a term of four
years.
(4) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Shareholders of record at the close of business on December 6,
1999 are entitled to vote at said annual meeting or any adjournment
or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 15, 1999 John R. Mabbett III
Secretary
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE. IF YOU ATTEND THE MEETING,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
FRP PROPERTIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 2, 2000
The attached proxy is solicited by the Board of Directors of
FRP Properties, Inc. (the "Company") for use at the annual meeting
of the shareholders to be held on Wednesday, February 2, 2000 at 2
o'clock in the afternoon, local time, and any adjournments thereof,
at 155 East 21st Street, Jacksonville, Florida 32206. The proxy is
revocable by written notice to the Secretary of the Company at any
time before its exercise.
Shares represented by properly executed and returned proxies
will be voted at the meeting in accordance with the shareholders'
directions or, if no directions are indicated, will be voted in
favor of the election of the nominees proposed in this proxy
statement and, if any other matters properly come before the
meeting, in accordance with the best judgment of the persons
designated as proxies.
This proxy statement and the accompanying proxy are being
distributed to shareholders on or about December 15, 1999.
VOTING PROCEDURES
The holders of record of common stock at the close of business
on December 6, 1999, may vote at the meeting. On such date there
were outstanding 3,363,917 shares of common stock of the Company.
Under the Company's Articles of Incorporation and Bylaws each share
of common stock is entitled to one vote. Under the Company's
Bylaws, the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum for the transaction of
business at the meeting.
Under the Florida Business Corporation Act, directors are
elected by a plurality of the votes cast and other matters are
approved if affirmative votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject
matter exceed the votes opposing the action, unless a greater
number of affirmative votes is required by this act or the
Company's Articles of Incorporation. Abstentions and broker
non-votes will have no effect on the vote for election of directors and
most routine matters. A broker non-vote generally occurs when a
broker who holds shares in street name for a customer does not have
authority to vote on certain non-routine matters because its
customer has not provided any voting instructions on the matter.
1. PROPOSAL TO AMEND ARTICLE I OF THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO PATRIOT TRANSPORTATION
HOLDING, INC.
The Company's Board of Directors has adopted a Plan of
Reorganization and Distribution Agreement under which the Company
will spin off to the Shareholders all of the stock of FRP
Development Corp., a wholly owned Florida subsidiary, constituting
substantially all of the Company's real estate businesses. The
spin off does not require Shareholder approval under applicable
law. The Company will retain substantially all of it's
transportation businesses. The proposed name change reflects this
total focus on the transportation business by the Company after the
spin off.
The proposed amendment to Article I of the Company's Articles
of Incorporation was adopted by the Board of Director's on December
1, 1999 and is recommended by the Board of Directors to the
Shareholders for their approval.
Approval of the amendment to Article I requires that the
affirmative votes cast by the holders of the shares represented at
the meeting and entitled to vote on the amendment exceed the votes
opposing the amendment.
The text of the proposed amendment is as follows:
"ARTICLE I
The name of this corporation is Patriot Transportation
Holding, Inc."
2. PROPOSAL TO ADOPT THE COMPANY'S 2000 STOCK OPTION PLAN
The proposed FRP Properties, Inc. 2000 Employee Stock Option
Plan (the "Company's 2000 Option Plan") was adopted by the
Company's Board of Directors on December 1, 1999, subject to
shareholder approval. The Company's 2000 Option Plan authorizes
options for up to 500,000 shares of the Company's common stock.
While there are also 60,400 shares of the Company's stock available
for options authorized under the Company's 1995 Employee Stock
Option Plan, the Board of Directors has directed that no additional
options be issued under that plan if the Company's 2000 Option Plan
is approved by the shareholders.
The purposes of the Company's 2000 Option Plan are to provide
additional incentive for officers, directors and key employees of
the Company and its subsidiaries to invest in the Company's common
stock and thereby increase their proprietary interest in the
Company's business, to encourage such officers and employees to
remain in the employ of the Company and its subsidiaries, and to
increase their personal interest in the continued success and
progress of the Company.
The options may take the form of either incentive stock
options ("Incentive Stock Options") which qualify for certain tax
advantages to the option holder under Section 422 of the Internal
Revenue Code ("IRC"), or options which do not qualify for such
advantages and are taxable under Section 83 of the IRC ("Non
Statutory Stock Options"). The following is a summary of the major
features of the Company's 2000 Option Plan. The summary is
necessarily selective and is qualified in its entirety by reference
to the text of the Company's 2000 Option Plan which is set forth in
the Appendix I.
Terms of Plan
If the Company's 2000 Option Plan is approved by the
shareholders, it will continue in effect until all options granted
have been exercised or expired without exercise, whichever is
earlier. No options intended to be an Incentive Stock Option may be
granted under the Company's 2000 Option Plan after November 30,
2009 nor may they be exercised later than ten years after the date
of grant. The Board of Directors or the shareholders of the
Company may terminate the Company's 2000 Plan at any time, except
that no action of the Board or shareholders may impair the vested
rights of the holder of an outstanding option without his consent.
Approval of the shareholders is required to extend the last date
upon which options intended to be Incentive Stock Options may be
granted under the Company's 2000 Option Plan.
Shares Subject to Option
The maximum number of shares of common stock of the Company
which may be optioned and sold under the Company's 2000 Option Plan
is 500,000 shares. No more than 50,000 shares shall be optioned to
any one person in any fiscal year. The number and price of shares
available for option and subject to option will be adjusted in the
event of any change in the outstanding shares of common stock by
reason of any stock dividends, stock split, combination or exchange
of shares, recapitalization, reclassification, merger,
consolidation, reorganization or similar transaction. Except for
the foregoing adjustments, approval of the shareholders is required
to increase the number of shares available for option under the
Company's 2000 Option Plan.
Administration
The Company's 2000 Option Plan will be administered by the
Board of Directors of the Company or by a committee (the
"Committee") of not less than two independent directors of the
Company selected by and serving at the pleasure of the Board. The
Committee shall have authority, subject to the terms of the
Company's 2000 Option Plan, to designate persons to whom options
will be granted, the number of shares and purchase price per share
of common stock to be included in the options awarded and the time
or times at which such options may be granted and exercised.
Whether or not a Committee is appointed, all of the powers and
functions of the Committee may at any time be exercised by the
Company's Board of Directors and references to "Committee" shall
hereafter include the Company's Board.
Eligibility
Incentive Stock Options may be granted only to directors,
officers and other executive, managerial or professional persons
deemed by the Committee to be key employees of the Company or a
subsidiary. The identification and selection of key employees
shall be a function of the Committee. Non Statutory Stock Options
may be granted to officers, directors and other executive,
managerial or professional persons deemed by the Committee to be
key employees of the Company or of any subsidiary of the Company.
As of September 30, 1999 there were approximately 877 employees of
the Company and its subsidiaries. There are no other eligibility
requirements.
Approval of the shareholders is required to amend the eligibility
requirements under the Company's 2000 Option Plan.
Terms and Conditions of Options
(a) Price. The option price per share shall not be less
than the fair market value of a share of common stock of the
Company on the date the option is granted.
(b) Time and Method of Exercise. Each option intended to be
an Incentive Stock Option shall expire no later than ten years
after the date granted. Each option may be exercisable in
installments or immediately, depending upon the terms of the grant.
(c) Manner of Payment. Subject to any limitations which may
be contained in the instrument evidencing options granted under the
Company's 2000 Option Plan, and subject to limitations on use of
stock obtained under other Company options, the holder of an option
may pay the option price in cash, in shares of commons stock of the
Company, or in any other property acceptable to the Committee. The
Company's 2000 Option Plan provides that the Company may provide or
arrange for financial assistance to holders of options for payment
of the purchase price for shares purchased pursuant to the exercise
of options granted under the Company's 2000 Option Plan.
Termination of Employment, Death or Disability of Employee
The Company's 2000 Option Plan provides limitations upon, and,
under some circumstances, termination of rights related to the
exercise of both Incentive Stock Options and Non Statutory Stock
Options upon the death, disability or termination of employment of
any holder.
Nontransferability
No option may be assigned or transferred by the holder
thereof, except by will or by the applicable laws of descent and
distribution. During the lifetime of the holder of any option,
such option may be exercised only by the holder.
Payments in Lieu of Stock
The instrument evidencing the option may provide that, in lieu
of accepting payment of the option price and delivering shares of
common stock of the Company to which such option has been
exercised, the Company may elect to pay the holder of such option
an amount in cash, or in a combination of cash and shares of common
stock, equal to the amount by which the fair market value of such
shares of common stock on the date of exercise exceeds the purchase
price that would otherwise be payable.
Merger, Consolidation, Reorganization or Liquidation
In the event of a merger, consolidation, or reorganization of
the Company except where the Company is the surviving corporation,
or in the event of any sale or disposition of all or substantially
all of the assets of the Company, or of liquidation or dissolution
of the Company, then, any outstanding option not then exercisable
in full shall be accelerated and become exercisable in full for a
period of thirty days following receipt by the holder of such
option of notice thereof. The Committee, at its discretion, may,
prior to the happening of an event requiring notice of acceleration,
cancel the acceleration of exercisability of all, but not less than
all, such outstanding options.
Change of Control
The Company's 2000 Option Plan provides that a change of
control of the Company, as a result of one of the events enumerated
therein, may result in the acceleration of outstanding options. The
Committee may, however, by action taken prior to one of the
enumerated events, cancel the acceleration of exercisability of
all, but not less than all, of such outstanding options.
Indemnification of Committee
The Company's 2000 Option Plan provides that members of the
Committee shall be indemnified and held harmless by the Company
from all liability claims and damages arising from any action or
determination made by them in good faith with respect to the
Company's 2000 Option Plan or any option granted under the
Company's 2000 Option Plan. Such indemnification shall include all
costs and expenses incurred by such members of the Committee in any
action or proceeding in which it is claimed they acted improperly
or failed to act when required under or in connection with the
Company's 2000 Option Plan or any option granted thereunder.
Tax Treatment
The Company's 2000 Option Plan provides for both Incentive
Stock Options designed to secure the benefits of Section 422 of the
IRC and Non Statutory Stock Options which are taxable under Section
83 of the IRC.
If the option and the Company's 2000 Option Plan meet the
requirements of Section 422, and upon exercise of the option the
stock constitute a capital asset in the hands of the holder, the
option holder will recognize no income or gain for regular income
tax purposes, both when the option is granted and when the option
is exercised. The difference between the option exercise price and
the fair market value of the stock at the time of exercise of the
option will constitute an item of tax preference that may subject
the holder of the option to Alternate Minimum Tax in the year in
which he exercises the option. Upon a subsequent sale of the
stock, the option holder will be taxed at capital gains rates on
the amount by which the sale price he receives exceeds the option
price he paid provided he does not dispose of the stock within two
years after the option is granted nor within one year after the
stock was transferred to him. If the option holder does not meet
both the two year and one-year holding period requirements, then
upon sale of the stock a portion or all of the gain, if any, may be
treated as ordinary income at the time of the sale.
If the option holder qualifies for capital gains tax
treatment, the Company gets no deduction with respect to the
Incentive Stock Option. If the option holder is subject to ordinary
income tax treatment, the Company will be allowed a corresponding
deduction at that time.
The Company's 2000 Option Plan provides that the option price
may be paid in cash or in stock of the Company (provided it is the
same class of stock). The Internal Revenue Service (IRS) has
issued proposed regulations on this subject; these regulations have
not become final and are subject to change or withdrawal at any
time without notice; thus the tax treatment of the stock for stock
exchange is not certain. Under the proposed regulations, applying
the principles of Section 1036 of the IRC, no gain or loss is
recognized if common stock in a corporation is exchanged solely for
common stock in the same corporation upon exercise of an incentive
stock option; the basis of the stock surrendered is carried over to
the stock received in the exchange; if the option holder holds the
new stock for the required holding periods pursuant to Section 422
of the IRC, any gain or loss on a subsequent sale will be taxable
as long-term capital gain or loss; however, if the option holder
fails to meet both Section 422 holding period requirements with the
new stock (regardless of his holding period in the transferred
stock) all or a portion of the gain realized on a disqualifying
disposition may be taxable as ordinary income.
Payments to a holder of an Incentive Stock Option by the
Company in cash or common stock for the appreciation in value of
the stock covered by the option (see "Payment in Lieu of Stock")
will not disqualify the grant of the Incentive Stock Option or the
Company's 2000 Option Plan from the benefits of Section 422, but
the cash or stock payment would be treated as ordinary income to
the employee and deductible by the Company.
The Company's 2000 Option Plan also provides that the Company
may have the right to reacquire the stock purchased under the
option. This will not disqualify the option and should not affect
the tax treatment of the gain if the repurchase is not made within
two years of the grant of the option and the option holder has held
the stock for at least one year.
Upon a tax-free merger, consolidation or other corporate
reorganization where the Company does not survive, the option may
be assumed by the surviving corporation or replaced with a new
option of the surviving corporation having the same terms as the
old option without affecting the qualification of the option.
In the event of a change in the outstanding shares of the
Company due to any stock dividend, stock split, recapitalization or
reorganization, the Committee may make appropriate changes in the
number and purchase price of shares under the option without
affecting the qualification of such options.
If any option granted under the Company's 2000 Option Plan
does not meet the conditions set forth in the IRC for Incentive
Stock Options, then the option is a Non Statutory Stock Option.
Such an option is taxable under Section 83 of the IRC. The value
of the option constitutes ordinary income to the employee when
granted if the option has a readily ascertainable fair market
value. Such amount of ordinary income would be added to the
exercise price to determine the tax basis of the stock acquired
upon exercise of the option and no further income would be
recognized upon exercise of the option. If the option does not
have a readily ascertainable fair market value when granted then,
when the option is exercised, the difference between the fair
market value of the stock at exercise and the option price
constitutes ordinary income to the employee. The tax basis of the
stock would then be its fair market value upon the exercise date.
The Company is generally allowed a business expense deduction equal
to the amount includible in the employee's income in the Company's
corresponding taxable year.
When stock obtained under a Non Statutory Stock Option is
disposed of by the shareholder, the difference between the sales
price and the tax basis of the stock will be treated as long-term
or short-term capital gain or loss, depending on the holding period
of the shares.
It is not required that the Company obtain a ruling from the
IRS as to the qualification of the Company's 2000 Option Plan and
one has not been requested.
Estimate of Benefits
The number of shares of stock that will be awarded to the
Company's Chief Executive Officer and the other four most highly
compensated executive officers of the Company pursuant to the
Company's 2000 Option Plan cannot be predicted. Previous awards of
stock options to the Company's five most highly compensated
executive officers are described under "Executive Compensation"
starting on page 13.
Board Recommendation
The Board of Directors recommends a vote for approval of the
Company's 2000 Option Plan. Approved by the shareholders requires
that the affirmative votes cast by the holders of shares
represented at the meeting and entitled to vote exceed the votes
opposing the approval. The text of the proposed Company's 2000
Option Plan is set forth in Appendix I.
3. ELECTION OF DIRECTORS
Under the Company's Articles of Incorporation, the Board of
Directors is divided into four classes. One class of directors is
elected at each annual meeting of shareholders for a four-year term
of office or until their successors are elected and qualified. Two
below-named directors are nominated to be elected by the
shareholders to hold office until the 2004 annual meeting and two
additional below named directors are nominated to be elected by the
shareholders to hold office until the 2003 annual meeting. The
enclosed proxy will be voted for the election of the persons named
as directors of the Company unless otherwise indicated by the
shareholders. If any of the nominees named should become
unavailable for election for any presently unforeseen reason, the
persons named in the proxy shall have the right to vote for a
substitute as may be designated by the Board of Directors to
replace such nominee, or the Board may reduce the number of
directors accordingly.
The following table sets forth information with respect to
each nominee for election as a director and each director whose
term of office continues after the 2000 annual meeting. Reference
is made to the sections entitled "Common Stock Ownership of Certain
Beneficial Owners" and "Common Stock Ownership by Directors and
Officers" for information concerning stock ownership of the
nominees and directors.
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
Class II - Nominees for Terms Expiring in 2004
John D. Baker II(1) 51 1988 Florida Rock
President and Chief Industries, Inc.
Executive Officer Hughes Supply, Inc.
of Florida Rock
Industries, Inc.
Luke E. Fichthorn III(1) 58 1989 Florida Rock
Partner in Twain Associates Industries, Inc.
(a private investment Bairnco Corporation
banking firm); Chairman
of the Board and Chief
Executive Officer
of Bairnco Corporation
(manufacturing)
Class I - Nominees for Terms Expiring in 2003
Robert H. Paul III 65 1992
Chairman of the Board,
and Chief Executive Officer
of Southeast-Atlantic
Beverage Corporation
(manufacturing and
distributing of soft
drink products)
James B. Shephard
President FRP
Transportation Group 62 1999
Directors Continuing in Office After the 2000 Annual Meeting
Class III - Terms Expiring in 2001
John E. Anderson(2) 54 1989
President and Chief
Executive Officer
of the Company
David H. deVilliers, Jr.(1)(3) 48 1993
Vice President of the
Company; President
of FRP Development Corp.,
a Maryland corporation and
subsidiary of the Company
Albert D. Ernest, Jr. 69 1989 Florida Rock
President of Albert Industries, Inc.
Ernest Enterprises, Stein Mart, Inc.
an investment and Regency Realty
consulting firm Corporation
Wickes Lumber Company
Radford D. Lovett 66 1989 Florida Rock
Chairman of the Board of Industries, Inc.
Commodores Point Terminal First Union
Corp. (Marine Terminal) Corporation
Winn-Dixie Stores,
Inc.
Class IV - Terms Expiring in 2002
Edward L. Baker(1) 64 1988 Florida Rock
Chairman of the Board Industries, Inc.
of the Company and of Flowers Industries,
Florida Rock Industries, Inc.
Inc.
Thompson S Baker II(1) 41 1994 Florida Rock
Vice President of Industries, Inc.
Florida Rock
Industries, Inc.
Martin E. Stein, Jr.(1)(3) 47 1992 Regency Realty
Chairman and Chief Corporation
Executive Officer of
Regency Realty Corporation
(a real estate investment
trust)
Class I - Terms Expiring in 2003
Francis X. Knott(1)(3) 54 1989 Florida Rock
Chief Executive Industries, Inc.
Officer of Partners
Realty Trust, Inc.
James H. Winston(1)(3) 66 1992 Stein Mart, Inc.
President of LPMC of Jax,
Inc. (an investment real
estate firm); President
of Omega Insurance Company
______________________________
(1)the Company intends to elect these persons to be directors
of FRP Development Corp prior to the spin-off by the Company of the
stock of FRP Development Corp.
(2)Mr. Anderson is a director of FRP Development Corp.
(3)intends to resign as a director of the Company to be
effective prior to the spin-off by the Company of the stock of FRP
Development Corp.
______________________________
All of the directors have been employed in their respective
positions for the past five years, except John D. Baker II and
James B. Shephard. In February, 1996, John D. Baker II was elected
to the additional position of Chief Executive Officer of Florida
Rock Industries, Inc. Mr. Shephard was President and Chief
Executive Officer of Landstar Ranger from 1989 to 1998; Senior Vice
President of Landstar from 1998 to March 1999; Chairman of the
Board of Florida Rock and Tank Lines, Inc. from March 15, 1999 to
November 1, 1999 when he was elected to his present position.
Edward L. Baker and John D. Baker II are brothers. Thompson S.
Baker II is the son of Edward L. Baker.
See "Compensation Committee Interlocks and Insider Partici-pation"
and "Certain Relationships and Related Transactions" for a
discussion of other transactions including the relationships
between the Company and Florida Rock Industries, Inc.
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30, 1999 the
Company's Board of Directors held five meetings. Directors who are
not employees of the Company are paid fees of $7,000 annually and
$500 per directors' meeting attended. Additionally, each director
who is not an employee of the Company has received options to buy
10,000 shares of the Company's common stock. Non-employee directors
whose options are outstanding are Messrs. Paul, Stein, Winston and
Thompson S. Baker II. Such options extend for a period of seven to
ten years from the date of grant with an option price equal to 100%
of the fair market value of shares of the Company's common stock on
the dates of grant. Members of the Company's Audit and Compensation
Committees receive $300 and the Chairman of each committee receives
$500 for each committee meeting attended. See "Executive
Compensation - Option Exercises and Fiscal Year-end Values" for
information concerning directors who are executive officers.
Executive Committee. Messrs. Edward L. Baker, John D. Baker
II and John E. Anderson. To the extent permitted by law, the
Executive Committee exercises the powers of the Board between the
meetings of the Board of Directors. During fiscal 1999 the
Executive Committee held no formal meetings, but acted on various
resolutions by unanimous written consents.
Audit Committee. Messrs. Ernest, Fichthorn, Knott, Lovett and
Winston. The Audit Committee recommends the appointment of
independent accountants to audit the Company's consolidated
financial statements and to perform professional services related
to the audit, meets with the independent accountants and reviews
the scope and results of their audit, and reviews the fees charged
by the independent auditors. The Committee also reviews the scope
and results of internal audits. During fiscal 1999, the Audit
Committee held two meetings.
Compensation Committee. Messrs. Ernest, Lovett and Paul. The
Committee determines the compensation for the Chief Executive
Officer and reviews and approves compensation for other executive
officers and certain other members of management. In addition, the
Committee administers the Company's Stock Option Plans, subject to
control of the Board of Directors, and the Management Incentive
Compensation program. During fiscal 1999 the Compensation
Committee held four meetings.
The full Board of Directors acts as the Nomination Committee.
During the last fiscal year, each of the directors attended
75% or more of all meetings of the Board and its Committees on
which the director served.
Executive Compensation
The executive officers of the Company, except John E.
Anderson, John R. Mabbett III, Ish Copley and David H. deVilliers,
Jr., receive their primary compensation from Florida Rock
Industries, Inc. which provides administrative and other services
to the Company under an agreement.
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and of the
three other executives whose salary and bonuses exceeded $100,000
in fiscal 1999 and who served in such capacities.
Annual Compensation
Long Term All Other
Compen- Compen-
Name and Principal Salary Bonus sation sation
Position Year ($)(a) ($)(a) Options(#) ($)(b)
John E. Anderson 1999 297,500 60,000 - 4,800
President 1998 287,750 87,000 - 4,500
1997 277,700 75,870 - 4,500
David H. deVilliers,1999 195,000 80,000 - 4,978
Jr. 1998 175,750 72,000 - 4,680
President of the 1997 161,000 48,900 - 4,500
Company's Northern
Real Estate Division
John R. Mabbett III 1999 159,140 - - 4,900
Vice President 1998 155,420 18,787 - 4,507
and Secretary 1997 150,250 - - 4,491
and President of
Florida Rock &
Tank Lines, Inc.
Ish Copley 1999 135,365 25,334 - 4,240
President of 1998 128,125 19,500 - 4,680
SunBelt Transport 1997 121,500 15,925 - 4,500
Inc., the Company's
flatbed trucking
operation
(a) Includes amounts deferred under the Company's Profit Sharing
and Deferred Earnings Plan. Bonuses are accrued in the year
earned and paid in the following year.
(b) Represents the Company's contribution to the Profit Sharing
and Deferred Earnings Plan for the named individual.
Option Grants In Last Fiscal Year
No stock options were granted to the executive officers named
in the Summary Compensation Table during the fiscal year ended
September 30, 1999.
Option Exercises and Fiscal Year-end Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 1999
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table.
Value of
Unexercised
Number of In-The-Money
Unexercised Options at
Options at September 30,
September 30, 1999 1999 (1)
Shares
Acquired
on Value Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Realized able(#) able(#) able($) able($)
John E. - - 25,000 - 156,000 -
Anderson
David H. - - 15,000 - 89,100 -
deVilliers, Jr.
John R. - - 15,000 - 89,100 -
Mabbett, III
Ish Copley - - 25,000 - 148,500 -
(1) The closing price of the Company's common stock as reported on
The NASDAQ Stock Market on September 30, 1999 of $23.69, less the
exercise price, was used in calculating the value of
unexercised options.
Pension Plan
The Company has a Management Security Plan (the "MSP Plan")
for certain officers, including directors who are officers, and
certain key employees. Benefit levels have been established on the
basis of base compensation. The MSP Plan provides that in the
event a participant dies prior to his retirement his beneficiary
will receive twice the amount of such participant's benefit level
in monthly payments for a period of 12 months and thereafter the
benefit level in monthly payments for the next 168 months or until
such time as such participant would have reached age 65, whichever
is later. Upon reaching normal retirement age, a participant is
entitled to receive twice the amount of his benefit level in equal
monthly payments for 12 months and thereafter the benefit level
until his death. If a participant dies after his retirement, his
beneficiary, if any, will receive such participant's benefit for a
period of 15 years from the date of the participant's retirement or
until the death of the beneficiary, whichever occurs first. The
annual retirement benefit levels in effect at September 30, 1999
were:
John E. Anderson $150,000
David H. deVilliers, Jr. $100,000
John R. Mabbett III $ 80,000
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
incorporate future filings, including this Proxy Statement, in
whole or in part, the following Compensation Committee Report and
Shareholder Return Performance shall not be incorporated by
reference into any such filings.
Compensation Committee Report
The Compensation Committee of the Board of Directors ("the
Committee") determines the compensation of the Chief Executive
Officer and reviews and approves compensation of other officers and
members of management reaching a salary level established by the
Board. In addition, the Committee administers the Company's stock
option plans, subject to control of the Board, and the Management
Incentive Compensation program. The full Board must approve the
recommendations of the Committee.
The Committee's goals are to develop and maintain executive
compensation programs that preserve and enhance shareholder value.
Under the direction of the Committee, management has developed a
compensation structure designed to compensate fairly executives for
their performance and contribution to the Company, to attract and
retain skilled and experienced personnel, to reward superior
performance and to align executive and shareholder long-term
interests.
Base salary levels for executives are established taking into
consideration business conditions, the Company's performance and
industry compensation levels. The Chief Executive Officer's salary
is based on these factors and his performance in leading the
Company and its businesses.
Both of the Company's operating groups, Transportation and
Real Estate Development, have Management Incentive Compensation
("MIC") plans which provide an opportunity for additional
compensation to officers and key employees. The purpose of the
plans is to provide a direct financial incentive in the form of an
annual cash bonus to participants to achieve their business unit's
and the Company's goals and objectives. Potential MIC pools are
computed based upon levels of annual income before tax achieved by
the respective groups. The maximum amount of MIC in any year is
limited to 10% of consolidated income before income taxes. Awards
to individuals are based on their achieving annual predetermined
objectives and the importance and degree of difficulty in achieving
those objectives. Individual awards may not exceed 40% of the
participant's base salary. Mr. Anderson participates in a similar
MIC Plan whose pool calculation, purpose and annual cash award
eligibility for performance against predetermined objectives are
comparable to those utilized by the Company's Transportation and
Real Estate Development groups. His maximum individual award may
not exceed 50% of base salary.
The Committee believes that long-term incentive compensation
is critical in motivating and rewarding the creation of long-term
shareholder value by linking the compensation provided to officers
and other key management personnel with gains realized by the
shareholders. The Company has adopted a long term incentive
program that offers a performance unit plan to the Company's key
management personnel, including the Chief Executive Officer, as
well as continuing the Company's stock option program for the
Company's officers and key management personnel. Under the stock
option program, the vesting periods associated with stock options
encourage option recipients to continue in the employ of the
Company. All options granted have been granted at an option price
equal to the fair market value of the Company's common stock on the
date of grant. In subjectively determining the number of options to
be granted to an individual, including the Chief Executive Officer,
the Committee takes into account the individual's relative base
salary, scope of responsibility and ability to affect both short
and long term profits and add value to the Company. Under the
performance unit plan, participants can earn a cash bonus of up to
60% of the participant's base salary at the time of grant if three
year performance goals are achieved except that Mr. Anderson can
earn a cash bonus up to 75% of his base salary. The initial
performance goals established are unique to each participant and
range from return on capital employed and average revenue growth to
better property management and better performance in project
development.
This report is submitted by the members of the Compensation
Committee: Radford D. Lovett, Chairman, Albert D. Ernest, Jr. and
Robert H. Paul III.
Compensation Committee Interlocks and Insider Participation
Two members of the Compensation Committee, Messrs. Lovett and
Ernest, are among the seven directors of the Company who are also
directors of Florida Rock Industries, Inc. ("FRI"). The other five
directors of both FRI and the Company who are not members of the
Compensation Committee are Edward L. Baker, John D. Baker II,
Thompson S. Baker II, Luke E. Fichthorn III and Francis X. Knott.
The seven directors own approximately 40.7% of stock of the Company
and 29.3% of the stock of FRI. Accordingly, the Bakers, who own
approximately 39.7% of the stock of the Company and 28.9% of the
stock of FRI, may be considered to be control persons of both the
Company and FRI.
Messrs. A. R. Carpenter (a director of FRI) and Albert D. Ernest, Jr.
are directors and members of the Compensation Committee of the Board
of Directors of Regency Realty Corporation. Mr. Stein, who is Chairman
and Chief Executive Officer of Regency Realty Corporation, is a director of
the Company but not a member of its Compensation Committee.
There were no other interlocks of executive officers or board
members of the Company serving on the compensation or equivalent
committee of another entity which has any director or executive
officer serving on the Compensation Committee, other committees or
Board of Directors of the Company.
Shareholder Return Performance
The following graph compares the performance of the Company's
common stock to that of the Total Return Index for The Nasdaq Stock
Market - US Index and The Nasdaq Trucking and Transportation Stock
Index for the period commencing September 30, 1994 and ending on
September 30, 1999. The graph assumes that $100 was invested on
September 30, 1994 in the Company's common stock and in each of the
indices and assumes the reinvestment of dividends.
Index as of September 30
1994 1995 1996 1997 1998 1999
FRPP 100 118 115 192 123 133
Nasdaq-US 100 138 164 225 229 372
Nasdaq-T&T 100 111 115 162 121 141
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Seven of the Company's directors (Edward L. Baker, John D.
Baker II, Thompson S. Baker II, Albert D. Ernest, Jr., Luke E.
Fichthorn III, Francis X. Knott and Radford D. Lovett) are
directors of FRI. Such directors own approximately 29% of the
stock of FRI and 41% of the stock of the Company. Accordingly, the
Bakers, who own approximately 41% of the stock of the Company and
29% of the stock of FRI, may be considered to be control persons
of both the Company and FRI. See "Compensation Committee
Interlocks and Insider Participation" for further information on
the relationship between the Company and FRI.
The Company and FRI routinely are engaged in business together
through the hauling by the Company of construction aggregates and
other products for FRI and the leasing to FRI of construction
aggregates mining and other properties. The Company has numerous
aggregates hauling competitors at all terminal and mine sites and
the rates charged are, accordingly, established by competitive
conditions. Approximately 12% of the Company's revenue was
attributed to FRI during fiscal year 1999.
Mr. Fichthorn provided the Company with financial consulting
and other services during fiscal 1999 for which he received
$30,000.
In the opinion of the Company, the terms, conditions,
transactions and payments under the agreements with the persons
described above were not less favorable to the Company than those
which would have been available from unaffiliated persons.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes set forth the beneficial
ownership of common stock of the Company by each person known by
the Company to own beneficially more than 5% of the common stock of
the Company.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Stock Baker Investments, Ltd. 1,061,520 (1) 30.0%
Edward L. Baker 106,768 (2) 3.0%
John D. Baker II 206,577 (3) 5.8%
P.O. Box 4667 1,374,865 38.8%
Jacksonville, FL 32201
First Union Corporation 194,970 (4) 5.6%
One First Union Center
Charlotte, NC 28288
Royce & Associates, Inc. 261,500 (5) 7.6%
1414 Avenue of the Americas
New York, NY 10019
Estabrook Capital Management 287,618 (6) 8.1%
430 Park Avenue
Suite 1810
New York, NY 10022
Wellington Management Company 343,000 (7) 10.0%
75 State Street
Boston, MA 02104
(1) Baker Investments, Ltd. is a limited partnership in which
Edward L. Baker and John D. Baker II are general partners and
as such have shared voting power and investment power over the
shares owned by the partnership. Directly as general partners
and through trusts which are limited partners, each of Edward
L. Baker and John D. Baker II have a pecuniary interest in
353,840 shares. These shares are excluded from the shares
shown for Edward L. Baker and John D. Baker II in this table
above but are included for Edward L. Baker and excluded for
John D. Baker II in the table Common Stock Ownership by
Directors and Officers on pages 22 and 23.
(2) Includes 26,191 shares held by the Edward L. Baker Living
Trust and 1,904 shares held directly by Edward L. Baker as to
each of which Edward L. Baker has sole voting power and sole
investment power; 78,673 shares held in trust for the benefit
of children of John D. Baker II as to which Edward L. Baker
has sole voting power and sole investment power but as to
which he disclaims beneficial ownership; and 2,542 shares in
FRI's Tax Reduction Act Employee Stock Ownership Plan over
which Edward L. Baker has sole voting power but no investment
power.
(3) Includes 1,548 shares held in the John D. Baker II Living
Trust and 117,204 shares held directly by John D. Baker as to
each of which John D. Baker II has sole voting power and sole
investment power; 1,549 shares in FRI's Tax Reduction Act
Employee Stock Ownership Plan over which John D. Baker II has
sole voting power but no investment power; 40,300 Shares held
by Regency II, a Florida general partnership, as to which John
D. Baker II, as a co-trustee under Trust B under the will of
Martin E. Stein, has a one-third shared voting and investment
power but as to which John D. Baker II disclaims beneficial
ownership; and 700 shares directly owned by the spouse of John
D. Baker II as to which he disclaims beneficial ownership.
(4) First Union Corporation as a parent holding company reports,
as of February 11, 1999, sole voting power as to 194,970
shares, sole investment power as to 55,500 shares and shared
investment power as to 138,970 shares. Radford D. Lovett, a
director of the Company, is also a director of First Union
Corporation. Mr. Lovett disclaims any right to exercise any
voting or investment powers with respect to these shares.
(5) Royce & Associates, Inc. ("Royce"), and Charles M. Royce
reported that they are members of a group pursuant to
Securities and Exchange Commission Rule 13d-(1) (b) (ii) (H).
Mr Royce, who may be deemed to be a controlling person of
Royce, does not own any shares outside of Royce and disclaims
beneficial ownership of the shares held by Royce. Royce has
sole voting and investment power as to the shares shown.
Ownership is reported as of February 8, 1999.
(6) Estabrook Capital Management is an investment advisor and
reports, as of October 14, 1999, shared voting power and sole
investment power as to 287,618 shares.
(7) Wellington Management Company is an investment advisor and
reports, as of May 28, 1999, shared voting power as to 127,000
shares and shared investment power as to 343,000 shares.
COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
The following table and notes set forth the beneficial
ownership of common stock of the Company by each director and each
non-director named in the Summary Compensation Table and by all
officers and directors of the Company as a group as of October 30,
1999 and also includes shares held under options as of October 30,
1999 which are exercisable within 60 days of December 15, 1999.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF DIRECTOR BENEFICIAL OWNERSHIP OF CLASS
John E. Anderson 45,806 *
Edward L. Baker 1,168,288 (1) (3) 33.0%
John D. Baker II 206,577 (2) (3)(4) 5.8%
Thompson S. Baker II 28,477 (3) *
Ish Copley 25,100 *
David H. deVilliers,Jr. 18,250 *
Albert D. Ernest, Jr. 100 *
Luke E. Fichthorn III 17,043 (5) *
Francis X Knott 630 *
Radford D. Lovett 17,200 *
John R. Mabbett III 19,500 *
Robert H. Paul III 11,000 *
Martin E. Stein, Jr. 52,300 (4) 1.5%
James H. Winston 11,000 *
All Directors and Officers
as a group (16 people) 1,621,771 45.9%
* Less than 1%
The preceding table includes the following shares held under
the Company's Tax Reduction Act Employee Stock Ownership Plan
("TRAESOP") as to which the named person has sole voting power, and
shares held under options which are exercisable within 60 days of
December 15, 2000.
SHARES UNDER TRAESOP SHARES UNDER OPTION
John E. Anderson - 25,000
Edward L. Baker 2,542 -
John D. Baker II 1,549 -
Thompson S. Baker II 7 10,000
Ish Copley - 25,000
David H. deVilliers, Jr. - 15,000
John R. Mabbett III - 15,000
Robert H. Paul III - 10,000
Martin E. Stein, Jr. - 10,000
James H. Winston - 10,000
All directors and
officers as a group 4,137 120,000
(1) Includes 1,061,520 shares owned by Baker Investments, Ltd. See
notes (1) and (2) of the table Common Stock Ownership of
Certain Beneficial Owners on page 22.
(2) See notes (1) and (3) of the table Common Stock Ownership of
Certain Beneficial Owners on page 22.
(3) Edward L. Baker, John D. Baker II and Thompson S. Baker II may
be considered to be control persons of the Company.
(4) Regency Square II, a Florida general partnership, owns 40,300
shares of the Company. Martin E. Stein, Jr., as a partner,
holds a 2.5248% interest in the partnership. Trust B under the
will of Martin E. Stein, deceased, as a partner, holds a
46.2128% interest in the Partnership. John D. Baker II in a
co-trustee of the trust of Martin E. Stein, deceased, and as
such has a one-third shared voting and dispositive power as to
the trust. Martin E. Stein, Jr. has a beneficial interest in
the trust, and, together with his two brothers, acting jointly
as co-trustees, has a one-third shared voting and dispositive
power as to the trust. The partnership's shares in the
Company are excluded from the total shown for John D. Baker
II, who disclaims any pecuniary or beneficial interest as such
shares, but are included in the total shown for Mr. Stein, Jr.
(5) Includes 100 shares owned by the spouse of Mr. Fichthorn as to
which he disclaims any beneficial interest.
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as
independent certified public accountants to examine the
consolidated financial statements of the Company for fiscal 2000.
Representatives of Deloitte & Touche LLP are expected to be present
at the shareholders' meeting with the opportunity to make a
statement if they so desire and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be included in the
Company's proxy statement and form of proxy relating to the 2001
Annual Meeting must be delivered in writing to the principal
executive offices of the Company no later than August 20, 2000.
The inclusion of any proposal will be subject to the applicable
rules of the Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and beneficial owners
of 10% or more of the Company's outstanding common stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission, The Nasdaq Stock
Market and the Company. Based solely on a review of the copies of
such forms furnished to the Company and written representations
from the Company's executive officers and directors, the Company
believes all persons subject to these reporting requirements filed
the required reports on a timely basis.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with the preparation and
mailing of this proxy statement. The Company will reimburse
brokers and nominees their reasonable expenses for sending proxy
material to principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by
telephone or other electronic means by directors, officers and
other employees of the Company.
OTHER MATTERS
The Board of Directors does not know of any other matters to
come before the meeting. However, if any other matters come before
the meeting, the persons named in the enclosed form of proxy or
their substitutes will vote said proxy in respect of any such
matters in accordance with their best judgment pursuant to the
discretionary authority conferred thereby.
BY ORDER OF THE BOARD OF DIRECTORS
December 15, 1999 John R. Mabbett III
Secretary
PLEASE RETURN THE ENCLOSED FORM OF PROXY,
DATED AND SIGNED, IN THE ENCLOSED ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE.
SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE A COPY OF FRP PROPERTIES,
INC.'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON
FORM 10-K INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL
STATEMENT SCHEDULES BY WRITING TO THE TREASURER AT POST OFFICE BOX
4667, JACKSONVILLE, FLORIDA 32201.
APPENDIX I
RESOLVED, that the FRP Properties, Inc. 2000 Stock Option Plan
be approved in the form as follows:
FRP PROPERTIES, INC.
2000 STOCK OPTION PLAN
(1) Purpose
The FRP Properties, Inc. 2000 Stock Option Plan ("the
Company's 2000 Option Plan"), is intended to provide incentives to
officers and other key employees and directors of FRP Properties,
Inc. (the "Company"), its Subsidiaries and its Affiliates, by
providing them with opportunities to purchase shares of common
stock of the Company, par value $.10 per share ("Common Stock"),
pursuant to options ("Options") which are incentive stock options
("Incentive Stock Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the Code"), or options which are
not Incentive Stock Options (Non Statutory Stock Options"). As used
herein, the terms "Parent" and "Subsidiary" shall have the meanings
specified in Section 424 of the Code, and the term "Affiliate"
shall mean an Affiliate of the Company within the meaning of
Section 517.021 of the Florida Securities and Investor Protection
Act.
(2) Administration
(a) The Company's 2000 Option Plan shall be administered by
the Board of Directors of the Company (the "Board") or by a
committee (the "Committee") of not less than two independent
outside directors of the Company selected by, and serving at the
pleasure of, the Board, all of whom, to the extent necessary to
comply with Rule l6b-3 under the Securities Exchange Act of 1934,
as amended, also shall be "disinterested" within the meaning of
such Rule. Directors who are current or former officers or
employees of the Company or any Affiliate thereof or are
compensated by the Company or any affiliate other than in the
capacity of director, may not serve on the Committee.
(b) The Committee shall select a chairman. A majority of the
members of the Committee shall constitute a quorum. All
determinations of the Committee shall be made by the affirmative
vote of a majority of its members. Any decision or determination
reduced to writing and signed by all the members of the Committee
shall be as fully effective as if it had been made by a majority
vote of the members at a meeting duly called and held. The
Committee shall make such other rules and regulations for the
conduct of its business as it shall deem advisable.
(c) Whether or not the Committee is appointed, all powers and
functions of the Committee may at any time and from time to time be
exercised by the Board (provided that any members of the Board who
would not be eligible to be a member of the Committee shall have no
vote).
(d) The Board or the Committee shall have authority, subject
to the terms of the Company's 2000 Option Plan: to determine the
persons to whom Options shall be granted, the number of shares of
Common Stock to be covered by each Option, the purchase price per
share of Common Stock covered by each Option, the time or times at
which Options may be granted and exercised, and the terms and
provisions of the instruments by which Options shall be evidenced;
to grant in substitution for outstanding Options replacement
Options and to cancel such outstanding Options; to adjust the price
or number of shares under Options pursuant to and in keeping with
the principles and requirements set forth in regulations under
Section 424 of the Code; to interpret the Company's 2000 Option
Plan; to establish, amend and rescind rules and guidelines for
administering the Company's 2000 Option Plan; and to make all
determinations necessary or advisable, in its sole discretion, for
the administration of the Company's 2000 Option Plan.
(e)The Board or the Committee may designate any officer of the
Company to assist it in the administration of the Company's 2000
Option Plan and may grant authority to any such officer to execute
agreements or other documents and otherwise take action on behalf
of the Board or the Committee, as the case may be.
(f) The Board or the Committee may employ legal counsel and
such other professional advisors as it may deem desirable for the
administration of the Company's 2000 Option Plan and may rely on
any opinion received from such counsel or advisor.
(3) Eligibility
Incentive Stock Options may be granted only to directors,
officers and other persons deemed by the Committee to be key
employees of the Company or any subsidiary thereof and Non
Statutory Stock Options may be granted only to officers and other
persons deemed by the Committee to be key employees and directors
of the Company or any subsidiary thereof. The granting of any
Option to any person under the Company's 2000 Option Plan shall
neither entitle such person to, nor disqualify such person from,
participation in any other grant of Options or in any other
incentive plan.
(4) Stock
The maximum number of shares of Common Stock which may be
issued upon the exercise of Options granted under the Company's
2000 Option Plan shall be 500,000 shares. No more than 50,000
shares shall be optioned to any one person in any fiscal year. The
same shares of Common Stock may be subject to simultaneous, tandem
or successive Options. Upon the exercise of Options, the Company
may either issue reserved but unissued shares of Common Stock or
transfer shares of Common Stock held in its treasury.
(5) Granting of Options
No Options intended to be Incentive Stock Options may be
granted under the Company's 2000 Option Plan after November 30,
2009. The date of grant of an Option under the Company's 2000
Option Plan will be the date on which the Option is awarded by the
Board or the Committee, unless a later date is specified by the
Board or the Committee at the time of the award.
(6) Terms and Conditions of Options
Options shall be evidenced by instruments in such form or
forms as the Board or the Committee may from time to time approve.
Such instruments shall conform to the following terms and
conditions:
(a) Option Price. In the case of an Incentive Stock Option,
the Option price per share shall not be less than the fair market
value of the Company's Common Stock on the date of grant. In order
for an option holder to receive special tax treatment with respect
to stock acquired under an Option intended to be an Incentive Stock
Option, the Option holder of such Option must be, at all times
during the period beginning on the date of grant and ending on the
day three months before the date of exercise of such Option, an
employee of the Company or any of the Company's subsidiary
corporations (within the meaning of Code Section 424), or of a
corporation or subsidiary corporation of such corporation issuing
or assuming a stock option in a transaction to which Code Section
424(a) applies. If an Option granted under the Company's 2000
Option Plan is intended to be an Incentive Stock Option, and if the
option holder, at the time of grant, owns stock possessing more
than 10 percent of the total combined voting power of all classes
of stock of the option holder's employer corporation or of its
subsidiary corporation, then (i) the option exercise price per
share shall in no event be less than 110 percent of the fair market
value of the Common Stock on the date of such grant and (ii) such
Option shall not be exercisable after the expiration of five years
after the date such Option is granted. In the case of a Non
Statutory Stock Option, the Option price per share shall not be
less than the fair market value of a share of Common Stock on the
date of grant thereof (determined by the Board or the Committee).
(b) Term of Options. Each Option intended to be an Incentive
Stock Option shall expire no later than the day before the tenth
anniversary of the date of its grant.
(c) Exercisability. Each Option shall become exercisable
immediately or in one or more installments at the time or times and
upon the satisfaction of such conditions as may be provided in the
instrument evidencing such Option. Except as stated herein an
Option may be exercised from time to time, in whole or in part, up
to the total number of shares with respect to which it is then
exercisable.
(d) Payment. Each instrument evidencing an Option shall
provide for the terms of payment of the Option price. Subject to
any limitations in such instrument, the holder of an Option may pay
the option price in cash, by transfer of shares of Common Stock or
any other property acceptable to the Board or the Committee, or any
combination thereof, provided that the holder of an Option may not
pay the option price by transfer of shares of Common Stock received
upon the exercise of any Incentive Stock Option under the Company's
2000 Option Plan or any Incentive Stock Option under another stock
option plan of the Company unless (i) such shares have been held by
such holder for more than one year prior to such payment and (ii)
such shares were acquired by the holder pursuant to the exercise of
an Option granted to the holder not less than two years prior to
such payment. The instrument evidencing an Option may provide for
the giving of or arranging for financial assistance (including,
without limitation, bonuses, subsidies, direct loans from the
Company where approved by the Board in compliance with Chapter 607,
Florida Statutes, with or without interest, secured or unsecured,
or guarantees by the Company of third party loans) to the holder of
an Option for the purpose of providing funds for the purchase of
shares of Common Stock upon exercise of an Option.
(e) Termination of Employment. If the holder of an Incentive
Stock Option ceases to be employed by the Company or any parent or
subsidiary thereof, or if the holder of a Non Statutory Stock
Option ceases to be employed by the Company or any Affiliate
thereof (or, in the case of a holder of a Non Statutory Stock
Option who is a director but not also an employee of the Company or
any Affiliate thereof, ceases to be such a director), other than by
reason of death, or if the holder of a Non Statutory Stock Option
ceases to be employed by the Company or any affiliate thereof in a
capacity similar or greater in responsibility to that held at the
time of grant (as determined by the Board or Committee) such Option
shall terminate no later than three months from the date of
termination of such employment, or of such directorship, or of such
determination of employment to be in a lesser capacity, as the case
may be; provided that, in the case of termination of employment (or
directorship) due to a disability within the meaning of Section
105(d) (4) of the Code, such Option shall terminate no later than
one year from the date of termination of employment (or
directorship), but in any event no later than its specified
expiration date. Whether authorized leave of absence or absence on
military or governmental service may constitute employment for the
purposes of the Company's 2000 Option Plan shall be conclusively
determined by the Board or the Committee. Notwithstanding the
foregoing, if the employment of the holder of an Option is
terminated for cause (as hereinafter defined) or is terminated by
such holder in violation of any agreement between such holder and
the Company or any of its Affiliates, or if it is discovered after
any such termination of employment that such holder had engaged in
conduct that would have justified termination for cause, all
unexercised Options of such holder shall immediately be canceled.
Termination of employment shall be deemed to be for cause if the
holder of an Option shall, in connection with such holder's duties
as an employee of the Company or any of its Affiliates, have
committed a fraud or any felony, have engaged in willful misconduct
or have committed any other act which causes or may reasonably be
expected to cause substantial injury to the Company or any of its
Affiliates.
(f) Death. If the holder of an Option dies, such Option may be
exercised, to the extent of the number of shares of Common Stock
with respect to which such holder could have exercised such Option
on the date of death, by such holder's estate, personal
representative or beneficiary who acquires such Option by will or
by the laws of descent and distribution, at any time prior to the
earlier of such Option's specified expiration date and the first
anniversary of such holder's death. On the earlier of such dates,
such Option shall terminate.
(g) Assignability. No Option may be assigned or transferred by
the holder thereof, except by will or by the laws of descent and
distribution, and during the lifetime of any holder of an Option,
such Option maybe exercised only by such holder. At the request of
the holder of an Option, shares of Common Stock purchased upon the
exercise of such Option may be issued in or transferred into the
name of such holder and another person, jointly with the right of
survivorship.
(h) Withholding. The Company's obligation to deliver shares of
Common Stock or make any payment upon the exercise of any Option
shall be subject to applicable federal, state and local tax
withholding requirements.
(i) Limitation on Exercise. Stock options granted under this
Plan shall be limited and/or conditioned as may be required so that
the aggregate fair market value (using values determined at the
respective times of grant of the options involved) of all shares of
stock that may be purchased by any one individual by exercise of
Incentive Stock Options granted under the Company's 2000 Option
Plan together with incentive stock options (within the meaning of
Section 422 of the Internal Revenue Code) granted, on or after
January 1, 1987, under any and all other plans of the Company,
(including its parent and subsidiaries, if any) first becoming
exercisable in any one calendar year shall not exceed $100,000.
(j) Shareholder Approval. The grant of any Option under this
Plan is conditioned upon approval of the Company's 2000 Option Plan
by the shareholders in accordance with Florida law within twelve
months after the date the Company's 2000 Option Plan is adopted by
the Board, and no Option may be exercised until such approval has
been obtained. In the event of the failure to obtain such approval
within such period, the Company's 2000 Option Plan shall
automatically terminate and all Options theretofore granted under
the Company's 2000 Option Plan shall automatically be canceled.
(k) Other Terms. Instruments evidencing Options may contain
such other provisions, not inconsistent with the Company's 2000
Option Plan, as the Board or the Committee deems advisable. Among
these provisions may be (i) a requirement that the holder of an
Option represent to the Company in writing, when the Option is
granted or when such holder purchases shares of Common Stock on its
exercise, that such holder is accepting such Option, or purchasing
such shares (unless they are then covered by an effective
registration statement under the Securities Act of 1933), for such
holder's own account for investment; (ii) a provision under which
the Company, in the discretion of the Board or the Committee, shall
have the right, in lieu of accepting payment of the option price
and delivering any or all shares of Common Stock as to which an
Option has been exercised, to elect to pay the holder of such
Option an amount in cash or shares of Common Stock equal to the
amount by which the fair market value of such shares of Common
Stock on the date of exercise exceeds the purchase price that would
otherwise be payable by the holder of such Option to acquire such
shares of Common Stock; and (iii) a provision under which the
Company may have either the right or the obligation, or both, to
repurchase shares of Common Stock sold under the Company's 2000
Option Plan at a price not to exceed the higher of (x) the option
price for such shares, plus twice the increase, if any, in the book
value of such shares from the date of the grant of the Option to
the date of such repurchase, and (y) the fair market value of the
shares at the time of repurchase.
(7) Capital Adjustments
In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend, stock split, combination or
exchange of shares, recapitalization, reclassification, merger,
consolidation, reorganization, separation, or other similar
transaction, the Board or the Committee shall make appropriate
adjustments in the number and purchase price of shares of Common
Stock covered by each option outstanding on the date of such
transaction (by means of a grant of a substitute Option or an
additional Option, or otherwise), and in the total number of shares
of Common Stock reserved for future grant of Options under the
Company's 2000 Option Plan.
(8) Merger, Consolidation or Reorganization
In the event of (i) any merger, consolidation, or other
reorganization of the Company with or into another Company (other
than any merger, consolidation, or reorganization in which the
Company is the surviving or continuing company and which does not
result in any change in the outstanding shares of Common Stock);
(ii) any sale or other disposition of all, substantially all, or a
substantial portion of the assets of the Company (including a
distribution of stock to which Section 355 of the Code is
applicable); or (iii) any liquidation or dissolution of the
Company, then, and in any such event, any outstanding Option not
exercisable in full shall (unless the stock option agreement
evidencing such option expressly provides to the contrary) be
accelerated and become exercisable in full for a period of 30 days
following receipt by the holder of such Option of notice of such
event, whether received before or after such event, provided that
it shall be the duty of the Board (or the Committee for the Board)
to give such notice (or in the alternative, the notice contemplated
in the last sentence of this Section 8) on or before seven (7) days
after such event. Any Option not exercised during the 30-day period
described in this sentence shall, following such 30-day period, be
exercisable in accordance with Section 6 as if the event and the
temporary acceleration under this Section 8 had not occurred. The
Board or the Committee, in its discretion, may, by written notice
to the holders of outstanding Options prior to such event (but not
thereafter), prevent the acceleration of exercisability as to all
(but not less than all) such Options under this Section 8.
(9) Change in Control
In the event (a) any person, including a "group" as defined in
Section 13(d) (3) of the Securities Exchange Act of 1934 (but
excluding the following persons who are directors of the Company:
Edward L. Baker, John D. Baker II, Thompson S. Baker II and members
of their immediate family and Baker Investments, Ltd. and its
successors) shall become the beneficial owner of 35% or more of the
shares of Common Stock, or (b) in connection with any cash tender
offer, exchange offer, contested election, merger, consolidation,
reorganization (other than any merger, consolidation or
reorganization which is subject to the provisions of Section 8),
sale or other disposition of all or substantially all the assets of
the Company or other similar transaction, persons who were
directors of the Company prior to commencement of any such offer or
prior to any vote of the shareholders of the Company on any such
contested election or other transaction, as the case may be, shall
cease to constitute a majority of the Board, or (c) the Company
files with the Securities and Exchange Commission a report on Form
8-K reporting the change in control pursuant to Item 1 thereof,
then, and in any such event, any outstanding Option not exercisable
in full shall (unless the stock option agreement evidencing such
Option expressly provides to the contrary) be accelerated and
become exercisable in full for the remaining term of such Option,
provided that the Board or the Committee, in its discretion, may,
by written notice to the holders of outstanding Options prior to
any such event referred to in clause (a) or (c) of this Section 9,
or prior to commencement of any such offer or prior to any vote of
the shareholders of the Company on any such contested election or
other transaction referred to in clause (b) of this Section 9, as
the case may be (but not thereafter), cancel the acceleration of
exercisability of all (but not less than all) such outstanding
Options under this Section 9.
(10) Indemnification of Board and Committee
No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the
Company's 2000 Option Plan or any Option granted under the
Company's 2000 Option Plan. In addition to such other rights of
indemnification as they may have as members of the Board or as
members of the Committee, the members of the Board or the Committee
shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of
any action taken or failure to act under or in connection with the
Company's 2000 Option Plan, or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the
company) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except a judgment based upon a finding
of bad faith. Upon the institution of any such action, suit or
proceeding, a Board or Committee member shall notify the Company in
writing, giving the Company an opportunity, at its own expense, to
handle and defend the same before such Board or Committee member
undertakes to handle it on his own behalf.
(11) Amendment of the Company's 2000 Option Plan
The Company's 2000 Option Plan shall become effective upon its
adoption by the Board, subject only to approval by the shareholders
of the Company in accordance with Florida law within twelve months
from the date the Company's 2000 Option Plan is so adopted. The
Board or the shareholders of the Company may terminate or amend the
Company's 2000 Option Plan in any respect at any time, with the
exceptions that (a) no action of the Board or the shareholders of
the company may impair the rights of the holders of any outstanding
Option without his consent (except as specified in Section 6 or 7),
and (b) without the approval of the shareholders of the Company,
(i) the total number of shares that may be sold under the Company's
2000 Option Plan may not be increased (except by adjustment
pursuant to Section 7), (ii) the provisions of Section 3 regarding
eligibility may not be modified, and (iii) the date until which
Options may be granted under the Company's 2000 Option Plan may not
be extended.
(12) Use of Proceeds
Proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Company's 2000 Option Plan shall
constitute general funds of the Company. Shares of Common Stock
tendered upon the exercise of Options granted under the Company's
2000 Option Plan may be canceled, retired or become treasury shares
of the Company as determined by the Company.
FRP PROPERTIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 2, 2000
The undersigned hereby appoints Edward L. Baker and John D. Baker II, or
either of them, the attorneys, agents and proxies of the undersigned with full
power of substitution to vote all the shares of common stock of FRP Properties,
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the general offices of the Company,
155 East 21st Street, Jacksonville, Florida on February 2, 2000, at 2 o'clock
in the afternoon, and all adjournments thereof, with all the powers the
undersigned would possess if then and there personally present. Without
limiting the general authorization and power hereby given, the above proxies
are directed to vote as instructed on the matters below:
1. To amend Article I of the Articles of Incorporation to change the name
of the Company to Patriot Transportation Holding, Inc.
/ / FOR / / AGAINST
2. To approve the Company's 2000 Stock Option Plan
/ / FOR / / AGAINST
3. / / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
John D. Baker II, Luke E. Fichthorn III, Robert H. Paul III and James B.
Shephard
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided.
___________________________________________________________________
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The undersigned hereby revokes any proxy heretofore given with respect to
said stock, acknowledges receipt of the Notice and the Proxy Statement for the
meeting accompanying this proxy, each dated December 15, 1999, and authorizes
and confirms all that the said proxies or their substitutes, or any of them, may
do by virtue hereof.
Dated:____________________________
________________________________________
Signature
________________________________________
Signature, if held jointly
IMPORTANT: Please date this proxy and
sign exactly as your name or names
appear(s) hereon. If the stock is
held jointly, signatures should
include both names. Personal
representatives, trustees, guardians
and others signing in
a representative capacity should
give full title. If you
attend the meeting you may, if you
wish, withdraw your proxy
and vote in person.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.